SEC Filings

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THE EXCHANGE OFFER
The Exchange Offer.............. $1,000 principal amount of each of the
Exchange Eight-Year Notes, Exchange Ten-Year
Notes, and Exchange Senior Discount Notes
will be issued in exchange for $1,000
principal amount of each of the Original
Eight-Year Notes, Original Ten-Year Notes
and Original Senior Discount Notes,
respectively, validly tendered pursuant to
the Exchange Offer. As of the date hereof,
$600 million and $1.5 billion in aggregate
principal amounts of Original Eight-Year
Notes and Original Ten-Year Notes,
respectively, and $1.475 billion in
principal amount at maturity of Original
Senior Discount Notes, are outstanding. The
Issuers will issue the Exchange Notes to
tendering holders of Original Notes promptly
after the Expiration Date.
Resales......................... Based on interpretations by the staff of the
Commission set forth in Morgan Stanley &
Co., Incorporated, SEC No-Action Letter
(available June 5, 1991) (the "Morgan
Stanley Letter"), Exxon Capital Holdings
Corporation, SEC No-Action Letter (available
May 13, 1988) (the "Exxon Capital Letter")
and similar letters, the Issuers believe
that Exchange Notes issued pursuant to the
Exchange Offer in exchange for Original
Notes may be offered for resale, resold and
otherwise transferred by any person
receiving such Exchange Notes, whether or
not such person is the holder (other than
any such holder or other person which is (i)
a broker-dealer that receives Exchange Notes
for its own account in exchange for Original
Notes, where such Original Notes were
acquired by such broker-dealer as a result
of market-making or other trading
activities, or (ii) an "affiliate" of the
Issuers within the meaning of Rule 405 under
the Securities Act (collectively,
"Restricted Holders")) without compliance
with the registration and prospectus
delivery provisions of the Securities Act,
provided that (a) such Exchange Notes are
acquired in the ordinary course of business
of such holder or other person, (b) neither
such holder nor such other person is engaged
in or intends to engage in a distribution of
such Exchange Notes, and (c) neither such
holder nor other person has any arrangement
or understanding with any person to
participate in the distribution of such
Exchange Notes. If any person were to be
participating in the Exchange Offer for the
purposes of participating in a distribution
of
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